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GIBO HOLDINGS Ltd, a Cayman Islands corporation with principal offices in Kuala Lumpur, reported a private equity financing relying on Regulation D Rule 506(b). The notice is a new filing, with the date of first sale on 2026-07-27.
The company indicates it currently has no revenues. It has sold $25,600,000 of securities in the offering, with $0 remaining, and reports $0 in finders’ fees. The securities are Class A ordinary shares issued to certain investors as assignees of a technology provider under service agreements dated January 2, 2026 and February 25, 2026. The issuer certifies it is not disqualified from relying on the Regulation D exemption.
GIBO HOLDINGS Ltd, a Cayman Islands corporation with its principal place of business in Kuala Lumpur, has filed a Form D for an exempt private placement of equity securities under Rule 506(b) of Regulation D. The issuer reports no revenues to date.
The notice states that $23,400,000 USD of Class A ordinary shares have been sold, with $0 USD remaining to be sold, and the date of first sale was 2026-07-27. Class A ordinary shares are issued to certain investors as assignees of a technology and related support services provider to which the issuer owes service fees under a service agreement dated January 17, 2026. Reported finders' fees are $0 USD.
GIBO Holdings Limited is implementing a 25-for-1 share consolidation of its Class A and Class B ordinary shares, effective with trading on June 29, 2026. After the change, each Class A and Class B share will have a par value of US$0.005, and the authorised share capital will remain US$10,000,000, now divided into 2,000,000,000 shares, comprising 1,800,000,000 Class A and 200,000,000 Class B shares.
The consolidation applies uniformly to all shareholders and is not expected to change individual percentage ownership, other than minor effects from rounding down fractional shares. GIBO’s Class A shares will continue trading on Nasdaq under the symbol “GIBO” on a consolidation-adjusted basis, with a new CUSIP. The company is also adopting a fourth amended and restated memorandum and articles of association effective the same date, updating its Cayman governance framework.
In line with the consolidation, GIBO has proportionately adjusted its outstanding public warrants. Each pre-consolidation warrant will become exercisable for 1/25 of one consolidated Class A share, and the exercise price for one whole consolidated Class A share will increase 25-fold to $57,500.00. The warrants will keep trading on Nasdaq under the symbol “GIBOW” with their existing CUSIP.
GIBO HOLDINGS Ltd amended a Schedule 13G to report beneficial ownership of 2,371,870 Class B ordinary shares held of record by Chun Yen Lim. The filing states each Class B share is convertible into one Class A share and that the reported 3.6% stake is calculated on 65,117,623 Class A shares (assuming conversion) as of April 15, 2026.
The disclosure describes voting differences: each Class B share carries 20 votes versus 1 vote for each Class A share, and automatic conversion triggers if Class B shares transfer to non-affiliates. The filing is an ownership amendment signed by Mr. Lim on May 15, 2026.
GIBO Holdings Limited, a Cayman Islands holding company for AI-generated animation platform GIBO.ai, files its annual report for the year ended December 31, 2025. The company had 2,923,225 Class A and 832,172 Class B ordinary shares outstanding and 2,874,991 warrants as of year-end.
GIBO operates primarily through a Hong Kong subsidiary but has relocated its headquarters to Malaysia and currently has no mainland China operations. It reports nil revenue in 2023 and 2025, $30.0 million in 2024, and net losses of $12.1 million, $24.9 million, and $231.9 million, leading to an accumulated deficit of $280.4 million.
The report highlights rapid user growth to about 89.0 million registered users on GIBO.ai, heavy R&D spending, dependence on a limited number of key suppliers, and extensive risk factors tied to AI misuse, Hong Kong/PRC regulatory uncertainty, data security, HFCAA-related audit oversight, and the dilutive, high-exercise-price warrant overhang.
GIBO HOLDINGS Ltd reported that director Chia Li Noi has filed an initial statement of beneficial ownership on Form 3. This filing establishes the director’s reporting status for the company’s securities but does not list any specific transactions in this submission.
GIBO HOLDINGS Ltd director Ooi Bee Lian filed an initial Form 3 to report current holdings in the company. The filing shows direct ownership of 25 Class A Ordinary Shares following the reported position, with no specific buy or sell transactions described.
GIBO Holdings Limited has called an extraordinary general meeting on April 6, 2026 to seek shareholder approval for a major overhaul of its capital structure and governing documents. The company proposes increasing authorized share capital from US$50,000 (250,000,000 shares of par value US$0.0002) to US$10,000,000 (50,000,000,000 shares), comprising 45,000,000,000 Class A ordinary shares and 5,000,000,000 Class B ordinary shares.
The board also seeks authority to implement one or more share consolidations (reverse splits) over two years, with an aggregate ratio of up to 100:1, mainly to help maintain compliance with Nasdaq’s minimum bid price requirement. New and amended memoranda and articles of association tied to the increased capital and any future consolidations, plus a general authorization empowering the chairman and service providers to execute all related filings and administrative steps, are also up for approval. As of the March 2, 2026 record date, 32,229,623 ordinary shares were outstanding, including 27,961,977 Class A shares with one vote each and 4,267,646 Class B shares with twenty votes each.
GIBO Holdings Limited filed a Form 6-K as a foreign private issuer to furnish a press release stating that the company has regained compliance with Nasdaq continued listing requirements. This means its shares once again meet the standards Nasdaq sets for companies to keep their stock listed on the exchange. The filing is administrative in nature but confirms that trading of the company’s securities can continue under Nasdaq’s rules.